SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COHN JOHN D

(Last)

(First)

(Middle)

1000 E. DRAKE ROAD

(Street)

FORT COLLINS

80525

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WOODWARD GOVERNOR CO [ WGOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/22/2008		M		6,000⁽¹⁾	A	$6.1517	21,000⁽²⁾⁽³⁾	D
Common Stock	08/22/2008		M		6,000⁽¹⁾	A	$9.8334	27,000	D
Common Stock	08/22/2008		M		8,000⁽¹⁾	A	$11.855	35,000	D
Common Stock	08/22/2008		S		6,000	D	$45.75	29,000	D
Common Stock	08/22/2008		S		6,000	D	$45.7016	23,000	D
Common Stock	08/22/2008		S		8,000	D	$45.7933	15,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Option (right to buy)	$6.1517	08/22/2008		M			6,000	01/22/2004	01/22/2013	Common Stock	6,000	$0.00⁽⁴⁾	0	D
Nonqualified Stock Option (right to buy)	$9.8334	08/22/2008		M			6,000	01/28/2005	01/28/2014	Common Stock	6,000	$0.00⁽⁴⁾	0	D
Nonqualified Stock Option (right to buy)	$11.855	08/22/2008		M			8,000	01/27/2006	01/27/2015	Common Stock	8,000	$0.00⁽⁴⁾	0	D

Explanation of Responses:

1. Shares received incident to the exercise of a security issued in accordance with Rule 16b-3 under the Securities Exchange Act of 1934.

2. Total shares have been adjusted to reflect three-for-one stock split effective as of the close of business on February 1, 2006.

3. Total shares have been adjusted to reflect two-for-one stock split effective as of the close of business on February 14, 2008.

4. Transaction is the exercise of a derivative security; exercise price reported in column 2.

Remarks:

	Kathleen A Waelti by Power of Attorney	08/26/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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